REG - Berkeley Energia - Half Year Accounts
Today 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260311:nRSK2029Wa&default-theme=true
RNS Number : 2029W Berkeley Energia Limited 11 March 2026
Interim Financial Report
for the Half Year Ended
31 December 2025
BERKELEY ENERGIA LIMITED
abn 40 052 468 569
CORPORATE DIRECTORY
Directors Solicitors
Mr Ian Middlemas Chairman Spain
Mr Robert Behets Executive Director
Herbert Smith Freehills, S.L.P
(Acting
Managing Director) Riaño Abogados, S.L.P
Mr Adam Parker Non-Executive Director
Company Secretary
Mr Dylan Browne United Kingdom
Simmons & Simmons LLP
Spanish Office
Berkeley Minera España, S.A. Australia
Carretera SA-322, Km 30 Thomson Geer
37495 Retortillo Share Registry
Salamanca, España Spain
Telephone: +34 923 193 903 Iberclear
Plaza de la Lealtad, 1
London Office 28014 Madrid, España
Unit 3C, Princes House
38 Jermyn Street United Kingdom
London SW1Y 6DN, United Kingdom Computershare Investor Services PLC
The Pavilions, Bridgewater Road, Bristol BS99 6ZZ
Registered Office Telephone: +44 370 702 0000
Level 9, 28 The Esplanade
Perth WA 6000
Australia
Australia
Telephone: +61 8 9322 6322 Computershare Investor Services Pty Ltd
Facsimile: +61 8 9322 6558
Level 17, 221 St Georges Terrace
Perth WA 6000
Website
Telephone: +61 8 9323 2000
www.berkeleyenergia.com (http://www.berkeleyenergia.com)
Stock Exchange Listings
Spain
Madrid, Barcelona, Bilbao and Valencia Stock Exchanges (Code: BKY)
Email
info@berkeleyenergia.com
United Kingdom
London Stock Exchange - Main Board (LSE Code: BKY)
Auditor
Spain
Australia
Ernst & Young España
Australian Securities Exchange (ASX Code: BKY)
Australia
Ernst & Young Australia - Perth
Bankers
Spain
Santander Bank
Australia
National Australia Bank Ltd
Australia and New Zealand Banking Group Ltd
CONTENTS
Directors' Report
Directors' Declaration
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Condensed Notes to the Financial Statements
Auditor's Independence Declaration
Auditor's Review Report
DIRECTORS' REPORT
The Board of Directors of Berkeley Energia Limited present their report on the
consolidated entity of Berkeley Energia Limited (the Company or Berkeley) and
the entities it controlled during the half year ended 31 December 2025
(Consolidated Entity or Group).
DIRECTORS
The names of the Directors of Berkeley in office during the half year and
until the date of this report are:
Mr Ian Middlemas
Chairman
Mr Robert Behets
Executive Director (Acting Managing Director)
Mr Adam Parker
Non-Executive Director
Unless otherwise disclosed, Directors were in office from the beginning of the
half year until the date of this report.
OPERATING AND FINANCIAL REVIEW
Berkeley is a high impact, clean energy company focused on bringing its wholly
owned Salamanca Uranium Project (Salamanca Project) into production. This
world class uranium project is located in a historic mining area about three
hours west of Madrid, Spain. This initiative will guarantee Spain and the
European Union as an internal supplier, delivering more than four million
pounds of uranium per year, equivalent to 10% of European total consumption or
more than a third of the energy generated in Spain.
Berkeley is also continuing with its exploration program focusing on critical
minerals in Spain. The exploration initiative is targeting lithium, rubidium,
tin, tantalum, niobium, tungsten, and other battery and critical metals,
within the Company's existing tenements in western Spain that do not form part
of Berkeley's main undertaking being the development of the Salamanca Project.
The Conchas Project
The Investigation Permit (IP) Conchas (Conchas Project) is located in the very
western part of the Salamanca province, close to the Portuguese border (Figure
1). The tenement covers an area of ~31km(2) and, based on small-scale
historical mining, historical exploration, and recent exploration activities
and drilling by Berkeley, is considered highly prospective for several
critical and strategic raw materials including lithium and rubidium.
Figure 1: Conchas Project Location and Geology / Drill Hole Location Plans
The Salamanca Uranium Project
The Salamanca Project located in a historic uranium mining area in Western
Spain has the potential to generate measurable social and environmental
benefits in the form of jobs and skills training in a depressed rural
community. It can also make a significant contribution to the security of
supply of Europe's zero carbon energy needs.
The Salamanca Project hosts a Mineral Resource of 89.3Mlb uranium, with more
than two thirds in the Measured and Indicated categories. In 2016, Berkeley
published the results of a robust Definitive Feasibility Study (DFS) for
Salamanca confirming that the project may be one of the world's lowest cost
producers, capable of generating strong after-tax cash flows.
In May 2024, Berkeley's wholly owned subsidiary Berkeley Exploration Limited
(BEL) initiated arbitration proceedings against the Kingdom of Spain (Spain)
before the International Centre for Settlement of Investment Disputes (ICSID).
Notwithstanding the investment dispute, BEL remains committed to the Salamanca
Project and continues to be open to a constructive dialogue with Spain. BEL is
ready and open to collaborate with the relevant Spanish authorities to find an
amicable resolution to the permitting situation and remains hopeful
discussions can take place in the near term.
Figure 2: Location of the Salamanca Project, Spain
Summary
Summary and highlights for and subsequent to the half year end include:
· Conchas Project
During the period, Berkeley continued to advance its ongoing exploration
initiative targeting critical minerals at its Conchas Project
o Conchas hosts shallow, thick zones of lithium (Li) and rubidium (Rb)
mineralisation, with accessory tin (Sn), caesium (Cs), beryllium (Be), niobium
(Nb) and tantalum (Ta) within a muscovitic leucogranite unit
o SLR Consulting Ltd (SLR) undertook metallurgical testing on representative
samples from three diamond core holes during the period
o The preliminary metallurgical test work program, designed to assess the
potential recovery of Li, Rb, and the other elements of economic interest,
comprised head sample characterisation, mineralogical analysis, gravity,
flotation and magnetic test work
o Flotation test work results demonstrated that very good recoveries of Li
(78% overall recovery) and Rb (63% overall recovery) can be achieved at
acceptable grades for -150µm grind size material
o Magnetic separation testing on -300µm +150µm material showed 77% of the
Li and 58% of the Rb (stage recoveries) reporting to the magnetic product.
This result may present an opportunity for magnetic separation processing of
the coarser fraction followed by flotation of the finer material
o Next steps include 3D modelling of the drilling data to refine the
geological interpretation of the Li and Rb mineralisation as a precursor to
resource estimation, and a second phase of metallurgical test work to optimise
the flotation and magnetic separation processes
o Rb is a critical raw material for advanced technology and industrial
applications used in key sectors including defence and military, aerospace,
communications, medical and renewable energy. The U.S. and Japan have both
classified Rb as a Critical Mineral due to its strategic importance and
growing demand in high-tech applications.
· International Arbitration against Spain
In May 2024, Berkeley advised that its wholly owned subsidiary, BEL, had filed
a Request for Arbitration (Request) for its investments in Spain through its
Spanish subsidiary, Berkeley Minera España SA (BME), initiating arbitration
proceedings against Spain before the ICSID.
In February 2026, the Company filed a Memorial of Claim at the ICSID in
Washington, D.C. alleging that Spain's actions against BME and the Salamanca
Project have violated multiple provisions of the Energy Charter Treaty (ECT),
and therefore BEL is seeking compensation in the order of US$1.25 billion
(US$1,250,000,000) for these violations.
The Memorial of Claim included:
· Factual background to the Salamanca Project and the dispute;
· A detailed statement of the legal basis for the claim brought
against Spain;
· A number of key witness statements; and
· Reports from several independent experts covering technical and
regulatory aspects, and an assessment of damages.
Spain has until July 2026 to respond to the Memorial of Claim (or until
October 2026 to submit a Memorial on Jurisdiction, if the ICSID tribunal
orders that issues of jurisdiction be heard and determined before issues of
liability and damages).
Notwithstanding the investment dispute and the filing of the Memorial of
Claim, BEL remains committed to the Salamanca Project and continues to be open
to a constructive dialogue with Spain. BEL is ready and open to collaborate
with the relevant Spanish authorities to find an amicable resolution to the
permitting situation and remains hopeful discussions can take place in the
near term.
· Spanish Nuclear Power Industry:
· Almaraz Nuclear Power Plant Closure
o Iberdrola, ENDESA and Naturgy, the owners of the Almaraz nuclear power
plant in Extremadura, submitted a formal request in October 2025 to the
Ministry for Ecological Transition and Demographic Challenge (MITECO) to
extend the operational life of the Extremadura facility beyond 2027 to June
2030.
The formal request is the first necessary step for the continuity of the
facility's operation beyond the planned closure dates to be studied.
o Subsequent to the request, MITECO asked the Spanish Nuclear Safety Council
(NSC) to issue a preceptive report regarding the modification of the operating
license of the Almaraz nuclear power plant.
o The Plenary Session of the NSC has agreed to issue a Supplementary
Technical Instruction to the operator as part of the process related to the
application for a modification of the plant's operating licence. The purpose
of this instruction is to require the operator of Almaraz to submit additional
documentation to carry out the necessary assessments and issue the
corresponding mandatory report. The requested information was submitted to the
regulator in February 2026.
· Nuclear debate continues in Spain
o With Spain preparing to close its first nuclear power plant in 2027
(Almaraz), debate over the country's energy future after the 2025 blackout
that plunged much of Spain and Portugal into darkness and exposed
vulnerabilities in the Iberian grid has intensified.
o Nuclear power plants generated ~20% of Spain's total net electricity
production in 2024 and became its second largest source of electricity
production, according to the country's nuclear industry forum ForoNuclear. The
blackout that struck the Iberian Peninsula in 2025 highlights nuclear's role
in providing inertia and stability to the electricity system, it said.
· Balance Sheet
The Company is in a strong financial position with A$68 million in cash
reserves and no debt.
Operations
Critical Minerals Exploration Initiative
During the period, the Company continued to advance its exploration initiative
targeting Li, Rb, Sn, Ta, Nb, tungsten (W), and other battery and critical
metals, within its existing tenements in western Spain. Further analysis of
the mineral and metal endowment across the entire mineral rich province and
other prospective regions in Spain also continued, with a view to identifying
additional targets and opportunities.
Conchas Project
The Conchas Project is located in the very western part of the Salamanca
province, close to the Portuguese border (Figure 1). The tenement covers an
area of ~31km(2) in the western part of the Ciudad Rodrigo Basin and is
largely covered by Cenozoic aged sediments. Only the north-western part of the
tenement is uncovered and dominated by the Guarda Batholith intrusion. The
tenement hosts a number of sites where small-scale historical Sn and W mining
was undertaken.
Berkeley conducted a small drill program comprising five broad spaced reverse
circulation (RC) holes for a total of 282m in 2022 to test a Sn-Li soil
sampling anomaly. Anomalous results for Li, Sn, Rb, Cs, Nb and Ta obtained
from multi-element analysis of drill samples were reported in 2023,
demonstrating Conchas' potential for several critical and strategic raw
materials included in the European Commission's Critical Raw Materials Act
(CRMA). The drill results included 25m @ 0.56% Li(2)O & 0.22% Rb(2)O from
surface (CCR0002).
A follow-up RC and diamond core drilling program was completed in 2024. The
drilling program comprised 33 RC holes for 1,857m drilled on a 100m by 100m
grid, with depths ranging from 16m to a maximum of 169m. In addition, three
diamond core holes for 230m were drilled to collect samples for metallurgical
test work purposes.
All drill holes intersected muscovitic leucogranite hosted mineralisation with
select intercepts including 61m @ 0.50% Li(2)O & 0.21% Rb(2)O from surface
(CCR0012), 56m @ 0.48% Li(2)O & 0.21% Rb(2)O from surface (CCR0025), 27m @
0.44% Li(2)O & 0.21% Rb(2)O from surface and 14m @ 0.95% Li(2)O &
0.39% Rb(2)O from 40m (CCR0006) and 18m @ 0.55% Li(2)O & 0.23% Rb(2)O from
surface (CCR0017).
The multi-element mineralisation is largely associated with a sub-horizontal
muscovitic leucogranite unit that locally outcrops at surface. The muscovitic
leucogranite has a mapped extent of ~2km (in a NE-SW orientation) by ~1.2km
(on average in a NW-SE orientation) (Figure 1) and varies in thickness from 7m
to over 170m in the drill holes (Figure 3).
Figure 3: IP Conchas 4,492,225 North Cross Section
Preliminary Metallurgical Test Work Program Results
The Company engaged SLR to undertake metallurgical testing on representative
samples obtained from three diamond core holes drilled in the 2024 program.
The preliminary metallurgical test work program was designed to assess the
potential recovery of Li, Rb and the other elements of economic interest, and
comprised:
· Head Sample Characterisation;
· Scanning Electron Microscope (SEM) Mineralogical Analysis;
· Gravity Test Work;
· Flotation Test Work; and
· Magnetic Test Work.
Head Sample Characterisation - Head Assay, Particle Size Distribution and
Class Size Analysis
A representative sub-sample was submitted to SLR's in-house analytical
laboratory for head assay to determine the levels of target elements present
in the composite sample. A sub-sample was also submitted to ALS Global for ICP
multi-element analysis. The results of the SLR in-house assay and selected
elements of the ALS analysis are given below in Table 1.
Analyte SLR ALS
Li (%) 0.22 0.23
Li(2)O (%) 0.56 0.59
Rb (ppm) 2,094 1,960
Rb(2)O (ppm) 2,291 2,144
Ta (ppm) 53.1 47.5
Nb (ppm) 86.0 71.8
Be (ppm) 76.1 76.5
Cs (ppm) 145.5
Sn (%) 0.051 0.064
Fe (%) 0.77 0.86
Table 1 - Summary of Head Assay Results
A representative sub-sample of the -2mm feed material was subjected to
particle size analysis by screen. The sample was wet screened at 53µm, the
fractions dried and the +53µm fraction screened to generate mass data by
fractions. The results determined a D(80) particle size of 1,453µm.
A 2kg sample was ground to nominally generate a D(80) size of 300µm and sized
to generate five fractions for size-by-size analysis and sub-samples for
mineralogical investigation. Representative sub-samples of the fractions were
pulverised and submitted to SLR in-house laboratory for Li, Rb, Ta, Nb, Be,
Sn, Iron (Fe) and Ce assay. Cs assays were subcontracted to ALS Global
analytical services.
The results generally show that elemental distributions followed the relative
trends observed in the fraction mass distributions, with greater distributions
present in the -300 +150µm fractions and the least in the -11µm fines
fraction. Li distributions ranged from 33.4% in the -300 +150µm fraction to
5.0% in the -11µm fraction and Rb ranged from 34.2% to 5.2% in the respective
fractions.
SEM Mineralogy Analysis
The target mineral phases identified include cassiterite, Nb-Ta oxides,
polylithionite and muscovite. Muscovite was the most abundant target phase,
maintaining relatively consistent concentrations across all size fractions.
Gravity Test Work
The four fractions generated for the class size analysis were subjected to
gravity release analysis (GRA) by treating each of the fractions separately on
the Mozley super panner, generating six products for assay. The products were
dried, weighed and representative sub-samples prepared and submitted for Li,
Rb, Ta, Nb, Be, Sn and Fe assay.
Cumulative Li recoveries into the combined concentrates and middling product
ranged from 28.0% at a grade of 0.16% Li (-53 +11µm) to 65.8% at a grade of
0.24% Li (0.52% Li(2)O) in the -150 +53µm fraction. Cumulative Rb recoveries
into the combined concentrates and middling product ranged from 22.2% at a
grade of 2,358ppm Rb (+300µm) to 66.1% at a grade of 2,049ppm Rb (2,242ppm
Rb(2)O) in the -150 +53µm fraction.
The results showed optimum liberation size for the Conchas composite was in
the -150 +53µm fraction.
Flotation Test Work
A short programme of flotation testing was performed on the Conchas composite
to evaluate potential grades and recoveries at two grind sizes.
Two rougher tests were conducted at the 300µm (FT1-300) and 150µm (FT2-150)
primary grind sizes to identify the better flotation performance, and one
cleaner test was then conducted at the better performing grind size to
evaluate the effect of kinetic cleaning on grades and recoveries.
The results of the rougher tests confirmed that the finer 150µm grind was the
better performing test and was therefore used for cleaner flotation testing
(FCT1-150). Cleaner flotation achieved 87.2% Li stage recovery, representing
77.5% overall recovery at a grade of 1.04% Li (2.23% Li(2)O), 70.9% Rb stage
recovery representing 62.7% overall recovery at a grade of 0.79% Rb (0.87%
Rb(2)O), and 78.5% Cs recovery at a grade of 661ppm Cs.
Flotation testing of the Conchas material demonstrated that very good
recoveries of target minerals could be achieved at acceptable grades.
Magnetic Test Work
Representative sub-samples of the 300µm and 150µm primary grinds were
subjected to magnetic separation testing to evaluate potential grades and
recoveries at the two grind sizes.
The 300µm sub-sample was screened at 150µm and the two fractions treated
separately. The +150µm fraction was treated on an Eriez Log 1.4-disc
separator, the -150µm treated on a Bunting Wet High Intensity Magnetic
Separator (WHIMS) 500 jaw magnetic separator and the results combined to
generate the overall performances. The 150µm sub-sample was treated on the
Bunting WHIMS 500 jaw magnetic separator.
The initial magnetic test intensity was 4,000 Gauss with testing conducted in
1,000 Gauss increments up to 15,000 Gauss.
Magnetic separation testing on the <300µm +150µm material showed 76.6% of
the Li and 57.7% of the Rb reporting to the magnetic product grading 2.34%
Li(2)O and 0.73% Rb. This result may present an opportunity for magnetic
separation processing of a coarser +150µm fraction followed by flotation of
the finer -150µm material.
Magnetic separation on the <300µm +150µm material also showed 43.5% of
the Ta and 50.9% of the Nb reported to the combined 4,000, 6,000 and 9,000
Gauss magnetic concentrates grading 1,161ppm Ta and 1,551ppm Nb.
Summary
Metallurgical testing of the Conchas mineralisation tested demonstrated very
good recoveries at acceptable grades using flotation and magnetic separation
methods.
The recommended next steps, from a metallurgical test work perspective,
include more detailed flotation testing to optimise the rougher and cleaner
flotation reagent schemes, optimisation of the magnetic separation on the
coarse fractions, and mineral content variability testing to understand how
variability affects the beneficiation methods.
Geological Modelling
3D modelling of the drilling data is being undertaken to refine the geological
interpretation and assess volumes, average grades, and grade distributions for
the Li and Rb mineralisation at different cut-offs, as a precursor to resource
estimation.
An updated geological model based on all available data, including surface
mapping, soil geochemistry and drilling, is also being developed.
Further results, including Electrical Resistivity Tomography (ERT) geophysical
surveys, and discussion on the Conchas Project can be found in the Company's
announcements dated 28 October 2025 and 29 January 2026.
Conchas Portugal
Given the interpreted continuity of the host muscovite leucogranite at Conchas
into Portugal, the Company has submitted an application for the granting of
prospecting and exploration rights for copper (Cu), lead (Pb), zinc (Zn),
silver (Ag), gold (Au), antimony (Sb), Sn, W, Ta, Li, and other minerals,
within an area referred to herein as "Conchas Portugal" to the Directorate
General for Energy and Geology of the Ministry of Environment and Energy of
Portugal.
The Conchas Portugal application, which covers an area of 219 km², is located
in the District of Guarda and includes the municipalities of Sabugal and
Almeida.
Oliva and La Majada Projects
These projects comprise three tenements within two project areas in Spain
which are considered prospective for W, Sb, cobalt (Co) and other metals.
The Company has designed exploration programs, conducted the required studies,
and submitted documentation to the relevant authorities, to progress the
pending grant of the IPs for two of the tenements.
The submitted documentation is currently being reviewed by the relevant
authorities. Once the review is completed, the IP applications the two
tenements (La Majada and Ampliación de los Bélicos) will be subjected to a
public consultation period.
Salamanca Project Update
The Company continues with its commitment to health, safety and the
environment as a priority.
An external audit of the Environmental and Sustainable Mining Management
System was completed during the period to assess the System's compliance with
the requirements of ISO Standards 14001:2015 "Environmental Management" and
UNE 22480/70:2019 "Sustainable Mining Management". The audit, carried out by
AENOR, concluded that the Environmental and Sustainable Mining Management
System remains in full compliance with the relevant ISO Standards with no
"Non-Compliance" items identified.
An internal audit of the Health and Safety Management System was also carried
out by recognised consultant QUIRON to assess the System's compliance with the
requirements of ISO Standard 45001:2018 "Occupational Health and Safety
Management Systems". The audit concluded that the Company's Occupational
Health and Safety Management Systems remain in compliance with the relevant
ISO Standards.
International Arbitration Dispute
In May 2024, the Company's wholly owned subsidiary, BEL, filed the Request for
its investments in Spain through its Spanish subsidiary, BME, initiating
arbitration proceedings against the Spain before ICSID.
As part of its Request, BEL alleges that Spain's actions against BME and the
Salamanca Project have violated multiple provisions of the ECT.
In November 2022, BEL submitted a written notification of an investment
dispute to the Prime Minister of Spain and the MITECO informing them of the
nature of the dispute and the ECT breaches, and that it proposed to seek
prompt negotiations for an amicable solution pursuant to article 26.1 of the
ECT. The Spanish government has not engaged in any discussions related to the
dispute to date, and BEL filed its Request in order to enforce its rights at
the Salamanca Project through international arbitration.
In February 2026, the Company filed a Memorial of Claim at the ICSID in
Washington, D.C. alleging that Spain's actions against BME and the Salamanca
project have violated multiple provisions of the ECT, and therefore BEL is
seeking compensation in the order of US$1.25 billion (US$1,250,000,000) for
these violations.
The Memorial of Claim also included:
· Factual background to the Project and the dispute;
· A detailed statement of the legal basis for the claim brought
against Spain;
· A number of key witness statements; and
· Reports from several independent experts covering technical and
regulatory aspects, and an assessment of damages.
Spain has until July 2026 to respond to the Memorial of Claim (or until
October 2026 to submit a Memorial on Jurisdiction, if the ICSID tribunal
orders that issues of jurisdiction be heard and determined before issues of
liability and damages).
Notwithstanding the investment dispute and the filing of the Memorial of
Claim, BEL remains committed to the Salamanca Project and continues to be open
to a constructive dialogue with Spain. BEL is ready and open to collaborate
with the relevant Spanish authorities to find an amicable resolution to the
permitting situation and remains hopeful discussions can take place in the
near term.
Results of Operations
The net loss of the Consolidated Entity for the half year ended 31 December
2025 was $3,446,000 (31 December 2024: profit $831,000). Significant items
contributing to the current half year loss and the substantial differences
from the previous half year include the following:
(i) Interest income of $1,204,000 (31 December 2024: $1,643,000),
which is largely attributable to the decrease in interest rates from 3.6% to
3.1% on the US$45 million (30 June 2025: US$48 million) held in cash by the
Company;
(ii) Exploration and evaluation expenses of $1,718,000 (31 December
2024: $2,108,000) which are attributable to the Group's accounting policy of
expensing exploration and evaluation expenditure incurred subsequent to the
acquisition of the rights to explore and up to and until a decision to develop
or mine is made;
(iii) Arbitration related expenses of $2,494,000 (31 December 2024:
$577,000) relating to the ongoing arbitration proceedings against Spain;
(iv) Non-cash share-based payment reversal of $1,662,000 (31 December
2024: expense $446,000) was recognised in respect of incentive securities
granted to directors, employees and key consultants of the Group as part of
the long-term incentive plan to reward directors, employees and key
consultants for the long-term incentive of the Group. The Company's policy is
to expense the incentive securities over the vesting period. During the
period, it was deemed that 7,600,000 Incentive Options (Incentive Options) (31
December 2024: nil) that expire on 30 June 2026 will lapse unvested as the
vesting milestone has been deemed to be unachievable prior to their expiry
date with $2,242,000 reversed from the share-based payment reserve to profit
and loss which relates to the current period reversal. This has been offset
slightly following the issue of 3,300,000 Incentive Options (31 December 2024:
nil) during the period;
(v) Foreign exchange loss of $1,487,000 (31 December 2024: gain of
$4,819,000) largely attributable on the US$45 million (30 June 2025: US$48
million) held in cash by the Group following the strengthening of the AUD
against the USD by some two percent during the half year period; and
(vi) Income Tax Benefit of $229,000 (31 December 2024: expense of
$1,816,000) relating to the movement in the deferred tax liability relating to
unrealised foreign exchange movements on the US$45 million (30 June 2025:
US$48 million) held in cash by the Group.
Financial Position
At 31 December 2025, the Group is in a strong financial position with cash
reserves of $68,408,000 (30 June 2025: $73,594,000). The Company had cash
outflows during the period totalling $3,709,000 (31 December 2024: $2,722,000)
plus a foreign exchange loss of $1,477,000 (31 December 2024: gain of
$4,806,000).
The Group had net assets of $76,056,000 at 31 December 2025 (30 June 2025:
$81,368,000), a decrease of seven percent compared with 30 June 2025. The
decrease is consistent with the decrease in cash.
Business Strategies and Prospects for Future Financial Years
Berkeley's strategic objective is to create long-term shareholder value with
the Company's primary focus continuing to be on progressing the approvals
required to commence construction of the Salamanca mine and bring it into
production.
To achieve its strategic objective, the Company currently has the following
business strategies and prospects:
· Continue in the defence of the Company's rights through an
established and enforceable legal framework, ICSID, in relation to the
international arbitration for the investment dispute between BEL and Spain
following Spain's actions against BME and the Salamanca Project that are
alleged to have violated multiple provisions of the ECT;
· Continue to assess other business development and investment
opportunities at the Salamanca Project;
· Continue with exploration activities at the Conchas Project;
· Continue to diversify exploration activities into battery and
critical metals within Spain; and
· Continue to assess other business and development opportunities
in the resources sector.
All of these activities are inherently risky and the Board is unable to
provide certainty that any or all of these activities will be able to be
achieved. The material business risks faced by the Company that are likely to
have an effect on the Company's future prospects, and how the Company manages
these risks, include but are not limited to the following:
· Litigation risk - All industries, including the mining
industry, are subject to legal and arbitration claims. Specifically, in May
2024, the Company's wholly owned subsidiary, BEL filed a Request for
Arbitration for its investments in Spain through its Spanish subsidiary, BME,
initiating arbitration proceedings against Spain before ICSID.
In November 2022, BEL submitted a written notification of an investment
dispute to the Prime Minister of Spain and the MITECO informing them of the
nature of the dispute and the ECT breaches, and that it proposed to seek
prompt negotiations for an amicable solution pursuant to article 26.1 of the
ECT. The Spanish government has not engaged in any discussions related to the
dispute to date, and BEL filed its Request in order to enforce its rights at
the Salamanca Project through international arbitration.
In February 2026, the Company filed a Memorial of Claim at the ICSID in
Washington, D.C. alleging that Spain's actions against BME and the Salamanca
project have violated multiple provisions of the ECT, and therefore BEL is
seeking compensation in the order of US$1.25 billion (US$1,250,000,000) for
these violations.
Notwithstanding the investment dispute, BEL remains committed to the Salamanca
Project and continues to be open to a constructive dialogue with Spain. BEL is
ready to collaborate with the relevant Spanish authorities to find an amicable
resolution to the permitting situation and remains hopeful discussions can
take place in the near term.
The Group will strongly defend its position and continue to take relevant
actions to pursue its legal rights regarding the Salamanca Project. However,
there is no certainty that the arbitration proceedings will be successful
which may have a material impact on the Company's securities.
· Mining licences and government approvals required - In 2021,
the Company received formal notification from MITECO that it had rejected the
NSC II application at the Salamanca Project. This decision followed the
unfavourable NSC II report issued by the NSC in July 2021.
Berkeley strongly refutes the NSC's assessment and, in the Company's opinion,
the NSC has adopted an arbitrary decision with the technical issues used as
justification to issue the unfavourable report lacking in both technical and
legal support.
Berkeley submitted documentation, including an 'Improvement Report' to
supplement the Company's initial NSC II application, along with the
corresponding arguments that address all the issues raised by the NSC, and a
request for its reassessment by the NSC, to MITECO in July 2021.
Further documentation was submitted to MITECO in August 2021, in which the
Company, with strongly supported arguments, dismantled all of the technical
issues used by the NSC as justification to issue the unfavourable report. The
Company again restated that the project is compliant with all requirements for
NSC II to be awarded and requested its NSC II Application be reassessed by the
NSC.
In addition, the Company requested from MITECO access to the files associated
with the Authorisation for Construction and Authorisation for Dismantling and
Closure for the radioactive facilities at La Haba (Badajoz) and Saelices El
Chico (Salamanca), which are owned by ENUSA Industrias Avandas S.A., in order
to verify and contrast the conditions approved by the competent administrative
and regulatory bodies for other similar uranium projects in Spain.
Based on a detailed comparison of the different licensing files undertaken by
the Company following receipt of these files, it is clear that Berkeley, in
its NSC II submission, has been required to provide information that does not
correspond to: (i) the regulatory framework, (ii) the scope of the current
procedural stage (i.e., at the NSC II stage), and/or (iii) the criteria
applied in other licensing processes for similar radioactive facilities.
Accordingly, the Company considers that the NSC has acted in a discriminatory
and arbitrary manner when assessing the NSC II application for the Salamanca
Project.
In Berkeley's strong opinion, MITECO has rejected the Company's NSC II
Application without following the legally established procedure, as the
Improvement Report has not been taken into account and sent to the NSC for its
assessment, as requested on multiple occasions by the Company.
In this regard, the Company believes that MITECO have infringed regulations on
administrative procedures in Spain but also under protection afforded to
Berkeley under the ECT, which would imply that the decision on the rejection
of the Company's NSC II Application is not legal.
In April 2023, the Company's wholly owned Spanish subsidiary, BME submitted a
contentious-administrative appeal before the Spanish National Court in an
attempt to overturn the MITECO decision denying NSC II.
Whilst the Company's focus is on resolving the current permitting situation,
and ultimately advancing the Salamanca Project towards production, the Company
and BME will continue to strongly defend its position and take all necessary
actions to preserve its rights.
Initiation of the contentious-administrative appeal was necessary to preserve
BME's rights however, the Company reiterates that it is prepared to
collaborate with the relevant authorities and remains hopeful that the
permitting situation can be resolved amicably.
Further, Berkeley received formal notifications from the TSJ in December 2023
which upheld the appeals submitted by a non-governmental organisation,
Plataforma Stop Uranio, and the city council of Villavieja de Yeltes (the
appellants) to revoke the first instance judgements related to the
Authorization of AEUL and the UL, which annuled both the AEUL and UL.
The AEUL and the UL were granted to the Company in July 2017 and August 2020
by the Regional Commission of Environment and Urbanism, and the Municipality
of Retortillo respectively.
The appellants subsequently filed administrative appeals against the AEUL and
the UL at the first instance courts in Salamanca. The administrative appeals
against the AEUL and UL were dismissed in September 2022 and January 2023
respectively.
One of the appellants subsequently lodged appeals before the TSJ, with the TSJ
delivering judgements in December 2023 to revoke the first instance judgements
and declare the AEUL and the UL null.
The Company strongly disagrees with the fundamentals of the TSJ's judgement
and having previously submitted cassation against the TSJ judgements before
the Supreme Court under Spanish law to defend its position, BME has withdrawn
the appeals to preserve the Group's rights under international
arbitration.
Further, various appeals and adverse judgements have also been made against
other permits and approvals (such as the waste water discharge permit) the
Company had previously received for the Salamanca Project, as allowed for
under Spanish law. The Company expects that further appeals will be made
against these and any future permits and approvals.
However, the successful development of the Salamanca Project will be dependent
on the granting, or re-granting of all permits and licences necessary for the
construction and production phases, in particular the grant of NSC II, UL and
AEUL which will allow for the construction of the plant as a radioactive
facility. In this regard, the Company has entered into an advisory agreement
on a fixed and success fee basis to assist with the grant, or re-grant, of all
permits and licences necessary for the construction phase at Salamanca.
However, with any development project, there is no guarantee that the Company
will be successful in applying for and maintaining all required permits and
licences to complete construction and subsequently enter into production. If
the required permits and licences are not granted, or are granted, appealed
against and withdrawn (as in the case of the UL, AEUL and surface water
capture and waste water discharge permits), then this could have a material
adverse effect on the Group's financial performance, which has led to a
reduction in the carrying value of assets which may materially jeopardise the
viability of the Salamanca Project and the price of its ordinary shares.
· The Company may not successfully acquire new projects - In
conjunction with seeking to overturn the negative MITECO decision through
international arbitration, the Company is also searching for and assessing
other new business opportunities at the Salamanca Project, as well as new
business opportunities in the resources sector which could have the potential
to build shareholder value. These new business opportunities may take the form
of direct project acquisitions, joint ventures, farm-ins, acquisition of
tenements/permits, or direct equity participation.
The Company's success in its acquisition activities depends on its ability to
identify suitable projects, acquire them on acceptable terms, and integrate
the projects successfully, which the Company's Board is experienced in doing.
However, there can be no guarantee that any proposed acquisition will be
completed or be successful and the Directors are not able to assess the
likelihood or timing of a successful acquisition. If a proposed acquisition is
completed the usual risks associated with a new project and/or business
activities will remain. Further, any new acquisition may require the
establishment of a new business.
The Company's ability to generate revenue from a new business will depend on
the Company being successful in exploring, identifying mineral resources and
establishing mining operations in relation to a new project. Whilst the
Directors have extensive industry experience, there is no guarantee that the
Company will be successful in exploring and developing a new project.
· The Company's activities are subject to Government regulations
and approvals - The Company's exploration and any future mining activities are
dependent upon the maintenance and renewal from time to time of the
appropriate title interests, licences, concessions, leases, claims, permits,
environmental decisions, planning consents and other regulatory consents which
may be withdrawn or made subject to new limitations. The maintaining or
obtaining of renewals or attainment and grant of title interests often depends
on the Company being successful in obtaining and maintaining required
statutory approvals for its proposed activities. The mining licence for the
Salamanca Project was granted in April 2014 and is valid until April 2044 (and
renewable for two further periods of 30 years each). Given the current
permitting situation at the Salamanca Project, the Company applied for, and
has been granted, a temporary suspension of activity work at the Retortillo
mining licence by the regional mining authorities, whilst the NSC II related
and abovementioned appeals processes are ongoing.
The Company closely monitors the status of its mining and exploration permits
and licences and works closely with the relevant government departments in
Spain (as discussed above) to ensure the various licences are maintained and
renewed when required. However, there is no assurance that such title
interests, licenses, concessions, leases, claims, permits, decisions or
consents will not be revoked, significantly altered or not renewed to the
detriment of the Company or that the renewals and new applications will be
successful.
If such title interests, licences, concessions, leases, claims, permits,
environmental decisions, planning consents and other regulatory consents are
not maintained or renewed then this could have a material adverse effect on
the Company's financial performance and the price of its ordinary shares.
There can also be no assurances that the Company's interests in its properties
and licences are free from defects. The Company has investigated its rights
and believes that these rights are in good standing. There is no assurance,
however, that such rights and title interests will not be revoked or
significantly altered to the detriment of the Company.
In April 2021, the parliament in Spain (the "Spanish Parliament") approved an
amendment to the draft climate change and energy transition bill relating to
the investigation and exploitation of radioactive minerals (e.g. uranium). The
Spanish Parliament reviewed and approved the amendment to Article 10 under
which: (i) new applications for exploration, investigation and direct
exploitation concessions for radioactive materials, and their extensions,
would not be accepted following the entry into force of this law; and (ii)
existing concessions, and open proceedings and applications related to these,
would continue as per normal based on the previous legislation. The new law
was published in the Official Spanish State Gazette and came into effect in
May 2021.
The Company currently holds legal, valid and consolidated rights for the
investigation and exploitation of its mining projects, including the 30-year
mining licence (renewable for two further periods of 30 years) for the
Salamanca Project, however any new proceedings opened by the Company is now
not allowed under the aforementioned new law. This could create uncertainty
and pose a risk on future applications, renewals or proceedings the Company
may have to make in the future at the Salamanca Project or elsewhere, which if
unfavourable could have a detrimental effect on the viability of the Salamanca
Project or the Company's pursuit of other development opportunities.
Therefore, there can be no assurances that the Company's rights and title
interests will not be challenged or impugned by third parties or governments
in the future. To the extent that any such rights or title interests are
revoked or significantly altered to the detriment of the Company, then this
could have a material adverse effect on the Group's financial performance and
the price of its ordinary shares.
· The Company may be adversely affected by fluctuations in
commodity prices - The price of uranium has fluctuated widely since the
Fukushima nuclear power plant disaster in March 2011 and is affected by
further numerous factors beyond the control of the Company. Future production,
if any, from the Salamanca Project will be dependent upon the price of uranium
being adequate to make these properties economic. The Company currently does
not engage in any hedging or derivative transactions to manage commodity price
risk, but as the Company's Salamanca Project advances, this policy will be
reviewed periodically.
· The Group's projects are not yet in production - As a result of
the substantial expenditures involved in mine development projects, mine
developments are prone to material cost overruns versus budget. The capital
expenditures and time required to develop new mines are considerable and
changes in cost or construction schedules can significantly increase both the
time and capital required to build the mine.
· Global financial conditions may adversely affect the Company's
growth and profitability - Many industries, including the mineral resource
industry, are impacted by these market conditions. Some of the key impacts of
the current financial market turmoil include contraction in credit markets
resulting in a widening of credit risk, devaluations and high volatility in
global equity, commodity, foreign exchange and energy markets, and a lack of
market liquidity. A slowdown in the financial markets or other economic
conditions may adversely affect the Company's growth and ability to finance
its activities.
SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD
There were no significant events occurring after balance date requiring
disclosure.
ROUNDING
The amounts contained in the half year financial report have been rounded to
the nearest $1,000 (where rounding is applicable) where noted ($000) under the
option available to the Company under ASIC Corporations (Rounding in
Financial/Directors' Reports) Instrument 2016/191. The Company is an entity to
which this legislative instrument applies.
AUDITOR'S INDEPENDENCE DECLARATION
Section 307C of the Corporations Act 2001 requires our auditors, Ernst &
Young, to provide the Directors of Berkeley Energia Limited with an
Independence Declaration in relation to the review of the half year financial
report. This Independence Declaration is included below and forms part of this
Directors' Report.
Signed in accordance with a resolution of Directors.
Robert Behets
Acting Managing Director
10 March 2026
Forward Looking Statements
Statements regarding plans with respect to Berkeley's mineral properties are
forward-looking statements. There can be no assurance that Berkeley's plans
for development of its mineral properties will proceed as currently expected.
There can also be no assurance that Berkeley will be able to confirm the
presence of additional mineral deposits, that any mineralisation will prove to
be economic or that a mine will successfully be developed on any of Berkeley
mineral properties. These forward-looking statements are based on Berkeley's
expectations and beliefs concerning future events. Forward looking statements
are necessarily subject to risks, uncertainties and other factors, many of
which are outside the control of Berkeley, which could cause actual results to
differ materially from such statements. Berkeley makes no undertaking to
subsequently update or revise the forward-looking statements made in this
announcement, to reflect the circumstances or events after the date of that
report.
Competent Persons Statement
The information in this announcement that relates to prior Exploration Results
and Metallurgical Test Work is extracted from an announcements dated 29
January 2025, 28 October 2025, 31 October 2025 and 29 January 2026, which is
available to view at www.berkeleyenergia.com (http://www.berkeleyenergia.com)
. Berkeley confirms that: a) it is not aware of any new information or data
that materially affects the information included in the original
announcements; b) all material assumptions and technical parameters
underpinning the Exploration Results and Metallurgical Test Work in the
original announcements continue to apply and have not materially changed; and
c) the form and context in which the relevant Competent Persons' findings are
presented in this announcement have not been materially modified from the
original announcements.
The information in this announcement that relates to the Mineral Resource
Estimate is extracted from an announcement dated 27 August 2025 entitled
'Annual Report 2025', which is available to view at www.berkeleyenergia.com
(http://www.berkeleyenergia.com) and is based on, and fairly represents
information compiled by Mr Enrique Martínez, a Competent Person who is a
Member of the Australasian Institute of Mining and Metallurgy. Berkeley
confirms that: a) it is not aware of any new information or data that
materially affects the information included in the original announcement; b)
all material assumptions and technical parameters underpinning the Mineral
Resource Estimate in the original announcement continue to apply and have not
materially changed; and c) the form and context in which the relevant
Competent Persons' findings are presented in this announcement have not been
materially modified from the original announcement.
Mineral Resource at the Salamanca project
Deposit Resource Category Tonnes U(3)O(8) U(3)O(8)
Name (Mt) (ppm) (Mlbs)
Retortillo Measured 4.1 498 4.5
Indicated 11.3 395 9.8
Inferred 0.2 368 0.2
Total 15.6 422 14.5
Zona 7 Measured 5.2 674 7.8
Indicated 10.5 761 17.6
Inferred 6.0 364 4.8
Total 21.7 631 30.2
Alameda Indicated 20.0 455 20.1
Inferred 0.7 657 1.0
Total 20.7 462 21.1
Las Carbas Inferred 0.6 443 0.6
Cristina Inferred 0.8 460 0.8
Caridad Inferred 0.4 382 0.4
Villares Inferred 0.7 672 1.1
Villares North Inferred 0.3 388 0.2
Total Retortillo Satellites Total 2.8 492 3.0
Villar Inferred 5.0 446 4.9
Alameda Nth Zone 2 Inferred 1.2 472 1.3
Alameda Nth Zone 19 Inferred 1.1 492 1.2
Alameda Nth Zone 21 Inferred 1.8 531 2.1
Total Alameda Satellites Total 9.1 472 9.5
Gambuta Inferred 12.7 394 11.1
Salamanca Project Total Measured 9.3 597 12.3
Indicated 41.8 516 47.5
Inferred 31.5 395 29.6
Total (*) 82.6 514 89.3
*rounding errors may occur
DIRECTORS' DECLARATION
In accordance with a resolution of the Directors of Berkeley Energia Limited,
I state that:
In the opinion of the Directors:
(a) the financial statements and notes are in accordance with
the Corporations Act 2001, including:
(i) complying with Accounting Standard AASB 134 Interim Financial
Reporting and the Corporations Regulations 2001; and
(ii) giving a true and fair view of the Consolidated Entity's financial
position as at 31 December 2025 and of its performance for the half year ended
on that date.
(b) the Directors Report, which includes the Operating and
Financial Review, provides a fair review of:
(i) important events during the first six months of the current
financial year and their impact on the half year financial statements, and a
description of the principal risks and uncertainties for the remaining six
months of the year; and
(ii) related party transactions that have taken place in the first six
months of the current financial year and that have materially affected the
financial position or performance of the Group during that period, and any
changes in the related party transactions described in the last annual report
that could have such a material effect; and
(c) there are reasonable grounds to believe that the Company
will be able to pay its debts as and when they become due and payable.
On behalf of the Board
Robert Behets
Acting Managing Director
10 March 2026
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE HALF YEAR ENDED 31 DECEMBER 2025
Note Half Year Ended Half Year Ended
31 December
31 December
2025
2024
$000
$000
Interest income 1,204 1,643
Exploration and evaluation costs (1,718) (2,108)
Corporate and administration costs (677) (574)
Business development expenses (165) (110)
Share-based payments reversal/(expense) 8(a) 1,662 (446)
Arbitration expenses (2,494) (577)
Foreign exchange movements (1,487) 4,819
(Loss)/profit before income tax (3,675) 2,647
Income tax benefit/(expense) 229 (1,816)
(Loss)/profit after income tax (3,446) 831
Other comprehensive income, net of income tax:
Items that may be reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations (201) 330
Other comprehensive (loss)/income, net of income tax (201) 330
Total comprehensive (loss)/profit for the half year attributable to Members of (3,647) 1,161
Berkeley Energia Limited
Basic and diluted (loss)/profit per share (cents per share) (0.77) 0.19
The above Consolidated Statement of Profit or Loss and Other Comprehensive
Income should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
Note 31 December 2025 30 June 2025
$000
$000
ASSETS
Current Assets
Cash and cash equivalents 68,408 73,594
Other receivables 319 322
Total Current Assets 68,727 73,916
Non-current Assets
Property, plant and equipment 5 10,259 10,475
Other financial assets 131 134
Total Non-Current Assets 10,390 10,609
TOTAL ASSETS 79,117 84,525
LIABILITIES
Current Liabilities
Trade and other payables 1,937 1,791
Other liabilities 611 624
Total Current Liabilities 2,548 2,415
Non-Current Liabilities
Deferred tax liability 6 513 742
Total Non-Current Liabilities 513 742
TOTAL LIABILITIES 3,061 3,157
NET ASSETS 76,056 81,368
EQUITY
Issued capital 7 206,775 206,404
Reserves 8 (963) 1,274
Accumulated losses (129,756) (126,310)
TOTAL EQUITY 76,056 81,368
The above Consolidated Statement of Financial Position should be read in
conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE HALF YEAR ENDED 31 DECEMBER 2025
Issued Capital Share-Based Payments Reserve Foreign Currency Translation Reserve Accumulated Losses Total
$000 $000 $000 $000 $000
As at 1 July 2025 206,404 2,170 (896) (126,310) 81,368
Total comprehensive income for the period:
Net loss for the period - - - (3,446) (3,446)
Other comprehensive loss:
Exchange differences arising on translation of foreign operations - - (201) - (201)
Total comprehensive loss - - (201) (3,446) (3,647)
Share issue costs (3) - - - (3)
Transfer of share-based payment reserve 374 (374) - - -
Incentive Options no longer expected to vest - (2,242) - - (2,242)
Recognition of share-based payment expense - 580 - - 580
As at 31 December 2025 206,775 134 (1,097) (129,756) 76,056
As at 1 July 2024 206,404 1,286 (1,909) (120,877) 84,904
Total comprehensive income for the period:
Net profit for the period - - - 831 831
Other comprehensive profit:
Exchange differences arising on translation of foreign operations - - 330 - 330
Total comprehensive profit - - 330 831 1,161
Recognition of share-based payment expense - 446 - - 446
As at 31 December 2024 206,404 1,732 (1,579) (120,046) 86,511
The above Consolidated Statement of Changes in Equity should be read in
conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE HALF YEAR ENDED 31 DECEMBER 2025
Half Year Ended Half Year Ended
31 December
31 December
2025
2024
$000
$000
Cash flows from operating activities
Payments to suppliers and employees (4,910) (4,365)
Interest received 1,204 1,643
Net cash outflow from operating activities (3,706) (2,722)
Cash flows from financing activities
Transaction costs from issue of securities (3) -
Net cash outflow from financing activities (3) -
Net decrease in cash and cash equivalents held (3,709) (2,722)
Cash and cash equivalents at the beginning of the period 73,594 77,345
Effects of exchange rate changes on cash and cash equivalents (1,477) 4,806
Cash and cash equivalents at the end of the period 68,408 79,429
The above Consolidated Statement of Cash Flows should be read in conjunction
with the accompanying notes.
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 31 DECEMBER 2025
1. REPORTING ENTITY
Berkeley Energia Limited is a company domiciled in Australia. The interim
financial report of the Company is as at and for the six months ended 31
December 2025.
The annual financial report of the Company as at and for the year ended 30
June 2025 is available upon request from the Company's registered office or is
available to download from the Company's website at www.berkeleyenergia.com
(http://www.berkeleyenergia.com) .
2. STATEMENT OF COMPLIANCE
The interim financial report is a general purpose financial report which has
been prepared in accordance with Accounting Standard AASB 134: Interim
Financial Reporting and the Corporations Act 2001.
This interim financial report does not include all the information of the type
normally included in an annual financial report. Accordingly, this report is
to be read in conjunction with the annual report of Berkeley Energia Limited
for the year ended 30 June 2025 and any public announcements made by Berkeley
Energia Limited during the interim reporting period in accordance with the
continuous disclosure requirements of the Corporations Act 2001.
(a) Basis of Preparation of Half Year Financial Report
The amounts contained in the half year financial report have been rounded to
the nearest $1,000 (where rounding is applicable) under the option available
to the Company under ASIC Corporations (Rounding in Financial/Directors'
Reports) Instrument 2016/191.
The financial statements have been prepared on the going concern basis, which
contemplates the continuity of normal business activity and the realisation of
assets and the settlement of liabilities in the normal course of business.
(b) Historical cost convention
These financial statements have been prepared under the historical cost
convention, as modified where applicable by the revaluation of certain
financial assets and liabilities at fair value through profit or loss.
3. SUMMARY OF MATERIAL ACCOUNTING POLICIES
Accounting policies applied by the Consolidated Entity in this consolidated
interim financial report are the same as those applied by the Consolidated
Entity in its consolidated financial report for the year ended 30 June 2025.
In the current period, the Group has adopted all of the new and revised
Accounting Standards and Interpretations issued by the Australian Accounting
Standards Board (the AASB) that are relevant to its operations and effective
for annual reporting periods beginning on or after 1 July 2025.
New and revised Standards and amendments thereof and Interpretations effective
for the current half year that are relevant to the Group include:
· 2023-5 Amendments to Australian Accounting Standards -
Lack of Exchangeability
The adoption of the aforementioned standards has resulted in no impact on
interim financial statements of the Group as at 31 December 2025.
(a) Issued standards and interpretations not early adopted
Australian Accounting Standards and Interpretations that have recently been
issued or amended but are not yet effective have not been adopted by the Group
for the reporting period ended 31 December 2025. Those which may be relevant
to the Group are set out in the table below. The impact of these standards are
still being assessed.
Application date of standard Application date for Group
Standard/Interpretation
AASB 2024-2 Amendments to AASs - Classification and Measurement of Financial 1 January 2026 1 July 2026
Instruments
AASB 2024-3 Amendments to AASs - Annual Improvements Volume II. Amendments to 1 January 2026 1 July 2026
AASB 1, AASB 7, AASB 9, AASB 10 and AASB 107
AASB 2025-2 Amendments to AASs - Classification and Measurement of Financial 1 January 2026 1 July 2026
Instruments: Tier 2 Disclosures
AASB 18 Presentation and Disclosure in Financial Statements 1 January 2027 1 July 2027
4. SEGMENT INFORMATION
AASB 8 requires operating segments to be identified on the basis of internal
reports about components of the Consolidated Entity that are regularly
reviewed by the chief operating decision maker in order to allocate resources
to the segment and to assess its performance.
The Consolidated Entity operates in one operating segment, being exploration
for mineral resources within Spain. This is the basis on which internal
reports are provided to the Directors for assessing performance and
determining the allocation of resources within the Consolidated Entity. All
material non-current assets excluding financial instruments are located in
Spain.
5. NON-CURRENT ASSETS - PROPERTY, PLANT AND EQUIPMENT
Land
$000
Carrying amount at 1 July 2025 10,475
Foreign exchange differences (216)
Carrying amount at 31 December 2025 10,259
- at cost 10,259
- accumulated depreciation, amortisation and impairment -
6. NON-CURRENT LIABILITIES
During the half-year period, the Group recognised a deferred tax liability of
$513,000 (30 June 2025: $742,000) relating to unrealised foreign exchange
movements on the US$45 million (30 June 2025: US$48 million) held in cash by
the Group.
7. CONTRIBUTED EQUITY
(a) Issued and Paid Up Capital
Consolidated Consolidated
31 December 2025
30 June 2025
$000
$000
446,293,000 (30 June 2025: 445,797,000) fully paid ordinary shares 206,775 206,404
(b) Movements in Ordinary Share Capital during the Six Month Period ended 31 December 2025
Date Details Number of Shares $000
'000
1 Jul 25 Opening Balance 445,797 206,404
24 Dec 25 Exercise of A$0.40 Incentive Options (cashless) 496 -
Jul 25 to Dec 25 Transfer from share-based payment reserve upon exercise of options - 374
Jul 25 to Dec 25 Share issue costs - (3)
31 Dec 25 Closing Balance 446,293 206,775
8. RESERVES
Consolidated Consolidated
31 December 2025
30 June 2025
$000
$000
Share-based payments reserve (Note 8(a)) 134 2,170
Foreign currency translation reserve (1,097) (896)
(963) 1,274
(a) Movements in Options during the Six Month Period ended 31 December 2025:
Date Details Number of Options $000
'000
1 Jul 25 Opening Balance 9,600 2,170
Various Issue of Incentive Options 3,300,000 134
24 Dec 25 Exercise of A$0.40 Incentive Options (cashless) (2,000,000) (374)
31 Dec 25 Incentive Options no longer expected to vest((1)) - (2,242)
Jul 25 to Dec 25 Share-based payment expense - 446
31 Dec 25 Closing Balance 10,900 134
Note
((1)) During the period, management reassessed the vesting
conditions attached to 7,600,000 Incentive options that expire on 30 June 2026
and determined that the vesting milestone is no longer expected to be achieved
prior to expiry. Accordingly, a cumulative amount of $2,242,000 was reversed
from the share-based payment reserve to profit and loss.
9. DIVIDENDS PAID OR PROVIDED FOR
No dividend has been paid or provided for during the half year (2024: nil).
10. FAIR VALUE OF FINANCIAL INSTRUMENTS
The majority of the Group's financial instruments consist of those which are
measured at amortised cost including trade and other receivables, security
bonds, trade and other payables and other financial liabilities. The carrying
amount of these financial assets and liabilities approximate their fair value.
11. CONTINGENT ASSETS AND LIABILITIES
In 2024, Berkeley advised that its wholly owned subsidiary, BEL, had filed a Request for arbitration for its investments in Spain, initiating arbitration proceedings against Spain before ICSID. In February 2026, BEL filed its Memorial of Claim at the ICSID alleging that Spain's actions against BME and at the Salamanca Project have violated multiple provisions of the ECT and are therefore seeking compensation in the order of US$1.25 billion (US$1,250,000,000). In pursuing the arbitration claim against Spain, BEL has engaged specialist legal teams to represent it against Spain on a reduced and capped fee basis. The arrangement also includes a capped three percent success fee which is payable only in the event of a successful award and BEL receiving monetary damages. The capped success fee is structured so that if BEL is awarded US$1.25 billion in damages, the maximum success fee payable would be capped at €15 million (i.e., three percent of US$1.25 billion, subject to the cap, where 1USD:1EUR). In the event of a US$400 million award (for example), the success fee payable would be €12 million (i.e., three percent of the award amount). As there is a possible obligation that will only be confirmed by uncertain future events (i.e., a successful arbitration award), the success fee has been classified as a contingent liability.
Notwithstanding the investment dispute and arbitration claim discussed above,
the Group and BEL remains committed to the Salamanca Project and continues to
be open to a constructive dialogue with Spain. The Group is ready and open to
collaborate with the relevant Spanish authorities to find an amicable
resolution to the permitting situation and remains hopeful discussions can
take place in the near term. In this regard, the Company has entered into a
separate advisory agreement on a fixed and success fee basis to assist with
the grant, or re-grant, of all permits and licences necessary for the
construction phase at the Salamanca Project.
In the event that all permits required for the full construction of the
Salamanca Project are granted to the Group, a success fee of €4.5 million
would be payable. As there is a possible obligation that will only be
confirmed by uncertain future events, the success fee in relation to the
advisory agreement has been classified as a contingent liability.
During the period and in order to retain and incentivise key management
personnel who are essential to the management and progression of the
arbitration claim for the entire claim process and timetable, BEL has
established a long-term Management Incentive Program (Management Incentive
Program) which provides that if the claim is successful, whether through the
international arbitration proceedings or settlement and BEL receives any
damages, awards, judgments, settlements, compromises or other proceeds in
relation to or arising from the claim (Damages Proceeds), six per cent of any
Damages Proceeds will be distributed to participants in the Management
Incentive Program and if BEL or BME is granted the licence to commence
construction at the Salamanca Project, US$10,000,000 will be distributed to
participants in the Management Incentive Program. As there is a possible
obligation that will only be confirmed by uncertain future events, the
Management Incentive Program has been classified as a contingent liability.
12. RELATED PARTY DISCLOSURE
Balances and transactions between the Company and its subsidiaries, which are
related parties to the Company, have been eliminated on consolidation. There
have been no other transactions with related parties during the half-year
ended 31 December 2025, other than remuneration with Key Management
Personnel.
13. SUBSEQUENT EVENTS AFTER BALANCE DATE
There were no significant events occurring after balance date requiring
disclosure.
AUDITOR'S INDEPENDENCE DECLARATION
AUDITOR'S REVIEW REPORT
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR FIFEFVRILLIR
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Berkeley Energia
See all newsREG - Berkeley Energia - Half Year Accounts
AnnouncementREG - Berkeley Energia - Filing of US$1.25 Billion Statement of Claim
AnnouncementREG - Berkeley Energia - Quarterly Report December 2025
AnnouncementREG - Stock Exch Notice - Admission to Trading - 23/01/2026
AnnouncementREG - Berkeley Energia - Change in Substantial Holder Notice
Announcement